MVE Smart Move,

Item 1.01 Entry into a Material Definitive Agreement.

Agreement with Holders of 2005 Secured Convertible Notes to Defer Principal Amortization

 In the Company’s Form 8-K filed November 15, 2007, the Company reported that holders of the Company’s 2005 Secured Convertible Notes, aggregating $3,000,000 principal amount which mature on September 30, 2012 (“2005 Notes”) had elected to defer the scheduled interim amortization of principal and interest payments on the 2005 Notes in exchange for additional common stock purchase warrants described in the Form 8-K covering an aggregate 540,000 shares. As of December 21, 2007, the latest date permitted by the Company for the holders of the 2005 Notes to finalize deferral agreements, the holders of $2,700,000 of the total $3,000,000 original principal amount outstanding on the 2005 Notes had finalized agreements either to defer both principal and interest payments or principal amortization only on the 2005 Notes. The holders who agreed to defer principal amortization and interest payments will receive as consideration for their amortization and interest payment deferral agreements with the Company (subject to listing approval from the American Stock Exchange) five year common stock purchase warrants to acquire shares of the Company’s common stock, par value $0.0001 at an exercise price of $1.50 per share. The total shares issuable upon exercise of these additional warrants to be issued to electing holders of 2005 Notes will be proportionately reduced to 355,500 shares from the 540,000 share total which would have been applicable had all holders of 2005 Notes finalized amortization deferral agreements.

Item 3.02.   Unregistered Sales of Equity Securities.

Warrant Issuance to Holders of 2005 Notes Electing to Defer Principal Amortization

In the Company’s Form 8-K filed November 15, 2007, the Company disclosed that holders of the Company’s 2005 Secured Convertible Notes, aggregating $3,000,000 million principal amount (“2005 Notes”) had notified the Company’s of their election to defer the scheduled interim amortization of principal and interest payments on the 2005 Notes which mature on September 30, 2012, in exchange for additional common stock purchase warrants covering an aggregate 540,000 shares. As of December 21, 2007, the latest date permitted by the Company for the holders of the 2005 Notes to finalize deferral agreements, the holders of $725,000 of outstanding principal of the 2005 Notes had agreed to waive principal amortization , but not to defer scheduled interim interest payments. Holders of $1,975,000 of the total $3,000,000 original principal amount outstanding on the 2005 Notes have finalized agreements to defer both principal and interest on the 2005 Notes and will receive as consideration for their amortization and interest payment deferral agreements with the Company (subject to listing approval from the American Stock Exchange) additional five year common stock purchase warrants as described in the Company’s Form 8-K filed November 15, 2007. These warrants entitle the holders to acquire shares of the Company’s common stock, par value $0.0001 at an exercise price of $1.50 per share. The total shares issuable upon exercise of these additional warrants to be issued to holders of 2005 Notes will be proportionately reduced to 355,500 shares from the 540,000 share total which would have been applicable had all holders of 2005 Notes concluded amortization and interest payment deferral agreements. The holders of an aggregate $300,000 principal amount of the 2005 Notes who did not finalize amortization deferral agreements with the Company will continue to be entitled to receive interim principal amortization and interest payments in accordance with the original terms of the 2005 Notes, but will not be entitled to receive the additional common stock purchase warrants.

The securities were offered, agreed to be sold and to be issued only to electing accredited investor holders of the original 2005 Notes in reliance upon the exemption from registration contained in Rule 506 of Regulation D under the Securities Act. The broker-dealer designated by the Company and the holders of the 2005 Notes to act as coordinating agent for the transaction without entitlement to any cash commission will be entitled, subject to receipt of listing approval from the American Stock Exchange, to receive a five year common stock purchase warrants to acquire shares of the Company’s common stock par value $0.0001 at an exercise price of $1.50 per share, as described in the Company’s Form 8-K filed November 15, 2007. The shares issuable upon exercise of the warrant will be proportionately reduced to 18,000 shares from the 20,000 share total that would have been applicable had all holders of 2005 Notes concluded amortization deferral agreements.

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